DOJ Seal
U.S. Department of Justice
Antitrust Division
redacted text
redacted text
Dear redacted text
This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and
redacted text in connection with possible redacted text or other conduct violative of
Section 1 of the Sherman Act, 15 U.S.C. § 1, in the redacted text
redacted text This agreement is conditional and depends upon redacted text
satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege.
AGREEMENT
1. Representations: redacted text desires to report to the Antitrust Division possible redacted text or other conduct violative of the Sherman Act in the
redacted text represents to the Antitrust
Division that, in connection with the anticompetitive activity being reported, it:
(a) took prompt and effective action to terminate its part in the activity upon discovery of the activity; and
(b) did not coerce any other party to participate in the activity and was not a leader in, or originator of, the activity.
2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following:
(a) providing a full exposition of all facts known to redacted text relating to the reported activity;
ATR/FOIA-200
(b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control requested by the Antitrust Division, to the extent not already produced;
(c) using its best efforts to secure the complete, candid and truthful cooperation of its officers and employees, and encouraging such persons voluntarily to provide the Antitrust Division with any information relevant to possible redacted text or other conduct violative of 15 U.S.C. § 1 in the redacted text
redacted text ;
(d) facilitating the ability of its officers and employees to appear for such interviews or testimony as the Antitrust Division may require at the times and places designated by the Antitrust Division;
(e) using its best efforts to ensure that its officers and employees who provide information to the Antitrust Division respond completely, candidly and truthfully to all questions asked in interviews, and grand jury appearances and at trial;
(f) using its best efforts to ensure that its officers and employees who provide information to the Antitrust Division make no attempt either falsely to protect or falsely to implicate any person or entity; and
(g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of any redacted text or other conduct violative or 15 U.S.C. § 1 in the redacted text
redacted text in which redacted text was a participant.
3. Corporate Leniency: Subject to verification of redacted text representions in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part B of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported in the
redacted text The commitments in this paragraph
are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting
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ATR/FOIA-201
offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution.
4. Non-Prosecution Protection for Certain Corporate Directors, Officers and Employees: Subject to redacted text full, continuing and complete cooperation the Antitrust Division agrees that current and former officers and employees of redacted text except redacted text who admit their knowledge of, or
participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text prior to the date of this letter in connection with the anticompetitive activity being reported in the redacted text
redacted text Such full and truthful cooperation shall include, but not
be limited to:
(a) making his/her relevant personal documents and records available in the United States to attorneys and agents of the United States;
(b) making him/herself available in the United States to attorneys and agents of the United States for interviews;
(c) responding fully and truthfully to all inquiries of the United States in connection with redacted text
redacted text
(d) otherwise giving the United States access to knowledge or information he/she may have relevant to redacted text
redacted text and
(e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully, and under oath, subject to the penalties of perjury (18 U.S.C. § 1621) and making false statements or declarations in grand jury or court proceedings (18 U.S.C. §
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ATR/FOIA-202
1623), in connection with redacted text
redacted text
The committments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current or former officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution.
5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein.
6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto.
The signatories below acknowledge acceptance of the foregoing terms and conditions.
redacted text
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ATR/FOIA-203
DOJ Seal
U.S. Department of Justice
Antitrust Division
redacted text
redacted text
Dear redacted text
This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text
redacted text subsidiaries redacted text in connection with possible
redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the redacted text
redacted text
redacted text This Agreement is conditional and depends upon redacted text
satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege.
AGREEMENT
1. Representations: redacted text desires to report to the Antitrust Division possible redacted text redacted text or other conduct violative of the Sherman Act in the redacted text
redacted text ("the anticompetitive activity being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it:
(a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and
(b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported.
2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following:
(a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported;
redacted text
ATR/FOIA-204
(b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced;
(c) using its best efforts to secure the ongoing, full and truthful cooperation of the current and former directors, officers and employees of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported;
(d) facilitating the ability of current and former directors, officers and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division;
(e) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly and truthfully to all questions asked in interviews and grand jury appearances and at trial;
(f) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and
(g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which redacted text was a participant.
3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part B of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency
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ATR/FOIA-205
Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current or former director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution.
4. Non-Prosecution Protection For Corporate Directors, Officers And Employees:
Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current and former directors, officers and employees of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to:
(a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States;
(b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States;
(c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information;
(d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and
(e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402) and obstruction of justice (18 U.S.C. § 1503), in connection with the anticompetitive activity being reported.
The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current or former director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as
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ATR/FOIA-206
it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution.
5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein.
6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto.
The signatories below acknowledge acceptance of the foregoing terms and conditions.
Sincerely yours,
redacted text
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ATR/FOIA-207
redacted text
DOJ Seal
U.S. Department of Justice
Antitrust Division
redacted text
redacted text
Dear redacted text
This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text subsidiary,
redacted text in connection with possible redacted text violative of
Section 1 of the Sherman Act, 15 U.S.C § 1, in the redacted text
redacted text Hereinafter redacted text shall refer not only to that
redacted text subsidiary redacted text This agreement is conditional
and depends upon redacted text satisfying the conditions set forth below. After all of these
conditions are met, the Division will notify redacted text in writing that the application has
been granted. It is further agreed that disclosures made by counsel for redacted text in
furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege.
AGREEMENT
1. Representations: redacted text desires to report to the Antitrust Division
possible redacted text and any other conduct violative of the Sherman Act in
the redacted text ("the anticompetitive activity being reported").
redacted text represents to the Antitrust Division that, in connection with the
anticompetitive activity being reported:
(a) redacted text took prompt and effective action to terminate its part
in the anticompetitive activity being reported upon discovery of the activity;
(b) redacted text did not coerce any other party to participate in the
activity and was not the leader in, or the originator of, the anticompetitive activity being reported; and
ATR/FOIA-208
redacted text
(c) Other than through the conduct redacted text no current or
former redacted text has with any other current or
former redacted text engaged in redacted text
redacted text or any other conduct violative of the Sherman Act.
2. Cooperation: redacted text agrees to provide full, continuing and complete
cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following:
(a) providing a full exposition of all facts known to relating to the anticompetitive activity being reported;
(b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced;
(c) using its best efforts to secure the ongoing, full and truthful cooperation of the current directors, officers and employees of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported;
(d) facilitating the ability of current directors, officers and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division;
(c) using its best efforts to ensure that current directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly and truthfully to all questions asked in interviews and grand jury appearances and at trial;
(f) using its best efforts to ensure that current directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and
(g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which redacted text was a participant.
3. Corporate Leniency: Subject to verification of redacted text representations
in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into
Part A of the Corporate Leniency Program, as explained in an Antitrust Division policy statement
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ATR/FOIA-209
redacted text
dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed
prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text , the Antitrust Division will bring this Agreement to the attention of other
prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust
Division may revoke the conditional acceptance of redacted text into the Corporate
Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text
redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution
be initiated, any documentary or other information provided by redacted text as well as any
statements or other information provided by any current director, officer or employee of
redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text
redacted text in any such prosecution.
4. Non-Prosecution Protection For Corporate Directors, Officers And Employees:
Subject to redacted text full, continuing and complete cooperation, the Antitrust Division
agrees that current and former directors, officers and employees of redacted text who admit
their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text prior to the date of this letter in connection with the anticompetitive activity
being reported. Such full and truthful cooperation shall include, but not be limited to:
(a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States;
(b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States;
(c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information;
(d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and
(e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402) and obstruction of justice (18 U.S.C. § 1503), in connection with the anticompetitive activity being reported.
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ATR/FOIA-210
redacted text
The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention
of other prosecuting offices or administrative agencies. In the event a current or former director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder,
this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution.
5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or
written, relating to the subject matter herein.
6. Authority And Capacity: The Antitrust Division and redacted text represent and
warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto.
The signatories below acknowledge acceptance of the foregoing terms and conditions.
Sincerely yours,
redacted text
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ATR/FOIA-211
DOJ Seal
U.S. Department of Justice
Antitrust Division
redacted text
VIA FACSIMILE
redacted text Dear redacted text
This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and
redacted text joint venture redacted text
redacted text
redacted text Parents") in connection with possible redacted text or other
conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the
redacted text This agreement is conditional and depends upon redacted text
redacted text Parents satisfying the conditions set forth below. After all of these
conditions are met, the Antitrust Division will notify redacted text Parents in
writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text Parents in furtherance of the amnesty application will
not constitute a waiver of the attorney-client privilege or the work-product privilege.
AGREEMENT
1. Representations: redacted text Parents desire to report to the
Antitrust Division possible redacted text or other conduct violative of the Sherman Act in
the redacted text ("the anticompetitive activity being
1
ATR/FOIA-212
reported"). redacted text Parents represent to the Antitrust Division that, in
connection with the anticompetitive activity being reported, it:
(a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and
(b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported.
2. Cooperation: redacted text Parents agree to provide full,
continuing, and complete cooperation to the Antitrust Division in connection with the activity being reported (execpt that redacted text is not obligated to cooperate concerning any conduct that predates the creation of the redacted text joint venture),
including, but not limited to, the following:
(a) providing a full exposition of all facts known to redacted text
redacted text Parents relating to the anticompetitive activity being reported;
(b) providing promptly, and without requirement of subpoena, all documents or other items in their possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced;
(c) using its best efforts to secure the ongoing, full, and truthful cooperation of the current and former directors, officers, and
employees of redacted text
and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported;
(d) facilitating the ability of current and former directors, officers, and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division;
(e) using its best efforts to ensure that current and former directors, officers, and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly, and truthfully to all questions asked in interviews, grand jury appearances, and at trial;
2
ATR/FOIA-213
(f) using its best efforts to ensure that current and former directors, officers, and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and
(g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported in which
redacted text Parents were participants.
3. Corporate Leniency: Subject to verification of redacted text Parent's representations in paragraph 1 above, and subject to its full, continuing, and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text Parents into Part A of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text Parents for any act or offense committed prior to the date of this letter in connection with the anticompetitive activity being reported (except that this non-prosecution agreement does not cover any conduct on the part of redacted text that predates the creation of the redacted text joint venture). The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text
Parents, the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text Parents has violated this Agreement, this
Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text Parents into the Corporate Leniency Program.
Should the Antitrust Division revoke the conditional acceptance of
redacted text Parents into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text Parents without
limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text Parents as well as any statements or
other information provided by any current or former director, officer, or employee of
redacted text to the Antitrust Division pursuant to
this Agreement, may be used against redacted text Parents in any such
prosecution.
4. Non-Prosecution Protection for Corporate Directors, Officers, and Employees: Subject to redacted text Parents's full, continuing, and complete cooperation, the Antitrust Division agrees that current and former directors, officers, and employees of redacted text
who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive
3
ATR/FOIA-214
activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text
redacted text prior to the date of this letter in connection
with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to:
(a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States;
(b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United
States;
(c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information;
(d) otherwise voluntarily providing the United States with any materials or information not requested in (a)-(c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and
(e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully, and under oath, subject to the penalties of perjury (18 U.S.C. § 1621) and making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), in connection with the anticompetitive activity being reported.
The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text Parents, the Antitrust Division will
bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current or former director, officer, or employee of redacted text
redacted text fails to comply fully with his/her obligations
hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity, or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution.
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ATR/FOIA-215
5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text Parents and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein.
6. Authority and Capacity: The Antitrust Division and redacted text Parents represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto.
The signatories below acknowledge acceptance of the foregoing terms and conditions.
Sincerely yours,
redacted text
Attachment
5
ATR/FOIA-216
DOJ Seal
U.S. Department of Justice
Antitrust Division
redacted text
redacted text
Dear redacted text
This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text affiliates redacted text
in connection with possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1. in the redacted text .1 This Agreement is conditional and
depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-cIient privilege or the work-product privilege.
AGREEMENT
1. Representations: redacted text desires to report to the Antitrust Division possible redacted text redacted text or other conduct violative of the Sherman Act in the redacted text
("the anticompetitive activity being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it:
(a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and
(b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported.
2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the anticompetitive activity being reported, including, but not limited to, the following:
1 redacted text affiliates redacted text
redacted text
redacted text
ATR/FOIA-217
(a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported;
(b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced;
(c) using its best efforts to secure the ongoing, full and truthful cooperation of the current and former directors, officers, employees and members of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported;
(d) facilitating the ability of current and former directors, officers, employees and members to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division;
(e) using its best efforts to ensure that current and former directors, officers, employees and members who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly and truthfully to all questions asked in interviews and grand jury appearances and at trial;
(f) using its best efforts to ensure that current and former directors, officers, employees and members who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and
(g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which redacted text was a participant.
3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part B of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void,
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ATR/FOIA-218
and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current or former director, officer, employee or member of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution.
4. Non-Prosecution Protection For Corporate Directors, Officers And Employees:
Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current and former directors, officers, employees and members of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed while a director, officer, employee or member of redacted text prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to:
(a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States;
(b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States;
(c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information;
(d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and
(e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402) and obstruction of justice (18 U.S.C. § 1503), in connection with the anticompetitive activity being reported.
The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current or former director, officer, employee or member of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains
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ATR/FOIA-219
to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution.
5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein.
6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto.
The signatories below acknowledge acceptance of the foregoing terms and conditions.
Sincerely yours,
redacted text
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ATR/FOIA-220
redacted text
DOJ Seal
U.S. Department of Justice
Antitrust Division
redacted text
redacted text
redacted text
Re: redacted text
Dear redacted text
This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text in
redacted text or other conduct violative of Section 1 of the
Sherman Act, 15 U.S.C. § 1, in the redacted text This
agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege.
AGREEMENT
1. Representations: redacted text desires to report to the Antitrust Division possible redacted text redacted text or other conduct violative of Section of the Sherman Act, in the redacted text
redacted text represents to the Antitrust Division that, in
connection with the anticompetitive activity being reported, it:
(a) took prompt and effective action to terminate its part in the activity upon discovery of the activity; and
(b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the activity.
2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following:
(a) providing a full exposition of all facts known to redacted text relating to the reported activity;
ATR/FOIA-221
redacted text
(b) providing promptly, and without requirement of subpoena, all non-privileged documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced;
(c) using its best efforts to secure the complete, candid and truthful cooperation of its current directors, officers and employees, and encouraging such persons voluntarily to provide the Antitrust Division with any information relevant to possible redacted text or other conduct violative of 15 U.S.C § 1
in the redacted text
(d) facilitating the ability of current directors, officers and employees to appear for such interviews or testimony as the Antitrust Division may require at the times and places designated by the Antitrust Division;
(e) using its best efforts to ensure that current directors, officers and employees who provide information to the Antitrust Division respond completely, candidly and truthfully to all questions asked in interviews and grand jury appearances and at trial;
(f) using its best efforts to ensure that current directors, officers and employees who provide information to the Antitrust Division make no attempt either falsely to protect or falsely to implicate any person or entity; and
(g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity in the United States injured as a result of any
redacted text or other conduct violative of 15 U.S.C. § 1 in the
redacted text in which redacted text was
a participant.
3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1
above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part A of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text
redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported in the redacted text The
commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of
redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at my time reasonably determines that redacted text has violated this Agreement in any material respect, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate
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ATR/FOIA-222
redacted text
Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against
redacted text redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution.
4. Non-Prosecution Protection For Corporate Directors, Officers And Employees: Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current
directors, officers and employees of redacted text who admit their knowledge of, or participation in, the anticompetitive activity being reported, and fully and truthfully cooperate with the Antitrust Division in its investigation of the activity, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed prior to the date of this letter in connection with the anticompetitive activity being reported in the redacted text Such full and truthful cooperation
shall include, but not be limited to:
(a) making his relevant personal documents and records available in the United States to attorneys and agents of the United States;
(b) making himself available in the United States to attorneys and agents of the United States for interviews;
(c) responding fully and truthfully to all inquiries of the United States relating to any
redacted text or other conduct violative of 15 U.S.C. § 1 in the
redacted text without falsely implicating
any person or intentionally withholding any information;
(d) otherwise giving the United States access to knowledge or information he may have relevant to redacted text or other conduct violative of
15 U.S.C. § 1 in the redacted text and
(e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully, and under oath, subject to the penalties of perjury (18 U.S.C. § 1621) and making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), in connection with the Division's investigation or prosecution of redacted text or other conduct violative of 15 U.S.C. § 1 in the
redacted text
The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current director, officer or employee of redacted text fails to comply fully with his obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under
3
ATR/FOIA-223
redacted text
this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him in such prosecution.
5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings. If any, whether oral or written, relating to the subject matter herein.
6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto.
The signatories below acknowledge acceptance of the foregoing terms and conditions.
Sincerely, redacted text
redacted text
4
ATR/FOIA-224
DOJ Seal
U.S. Department of Justice
Antitrust Division
redacted text
redacted text
Dear redacted text
This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text
redacted text
redacted text This Agreement exists in connection with
possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, involving redacted text This Agreement is conditional and
depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege.
AGREEMENT
1. Representations: redacted text desires to report to the Antitrust Division possible redacted text redacted text or other conduct violative of the Sherman Act in the redacted text
redacted text ("the anticompetitive activity being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it:
(a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and
(b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported.
2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following:
(a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported;
(b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced;
ATR/FOIA-225
(c) using its best efforts to secure the ongoing, full and truthful cooperation of the current and former directors, officers and employees of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported;
(d) facilitating the ability of current and former directors, officers and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division;
(e) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly and truthfully to all questions asked in interviews and grand jury appearances and at trial;
(f) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and
(g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which redacted text was a participant.
3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part A of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current or former director, officer
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ATR/FOIA-226
or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution.
4. Non-Prosecution Protection For Corporate Directors, Officers And Employees:
Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current and former directors, officers and employees of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to:
(a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States;
(b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States;
(c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information;
(d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and
(e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402) and obstruction of justice (18 U.S.C. § 1503), in connection with the anticompetitive activity being reported.
The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current or former director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such
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ATR/FOIA-227
person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution.
5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein.
6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto.
The signatories below acknowledge acceptance of the foregoing terms and conditions.
Sincerely yours,
redacted text
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ATR/FOIA-228
DOJ Seal
U.S. Department of Justice
Antitrust Division
redacted text
redacted text
Re: redacted text
Dear redacted text
This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text in connection with
possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the redacted text This agreement is conditional and
depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege.
AGREEMENT
1. Representations: redacted text subsidiaries redacted text
redacted text desire to report
to the Antitrust Division possible redacted text or other conduct violative of the Sherman
Act in the redacted text ("the anticompetitive activity
being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it:
(a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and
(b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported.
2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following:
ATR/FOIA-229
(a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported;
(b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced;
(c) using its best efforts to secure the ongoing, full and truthful cooperation of the current and former directors, officers and employees of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported;
(d) facilitating the ability of current and former directors, officers and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division;
(e) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly and truthfully to all questions asked in interviews and grand jury appearances and at trial;
(f) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and
(g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which redacted text was a participant.
3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part A of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other
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ATR/FOIA-230
prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current or former director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution.
4. Non-Prosecution Protection for Corporate Directors, Officers and Employees:
Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current and former directors, officers and employees of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at
redacted text prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to:
(a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States;
(b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States;
(c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information;
(d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and
(e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402) and obstruction of justice (18 U.S.C. § 1503), in connection with the anticompetitive activity being reported.
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The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current or former director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution.
5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein.
6. Authority and Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto.
The signatories below acknowledge acceptance of the foregoing terms and conditions.
Sincerely yours,
redacted text
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ATR/FOIA-232
redacted text
DOJ Seal
U.S. Department of Justice
Antitrust Division
redacted text
redacted text Dear redacted text
This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text
subsidiaries redacted text in connection with possible redacted text
redacted text or other conduct violative of Section 1 of the Sherman
Act, 15 U.S.C. § 1, in the redacted text , including such conduct involving
redacted text This Agreement is
conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the leniency application will not constitute a waiver of the attorney-client privilege or the work-product privilege.
AGREEMENT
1. Representations: redacted text desires to report to the Antitrust Division possible redacted text
or other conduct violative of the Sherman Act in the redacted text ("the anticompetitive
activity being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it:
(a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and
(b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported.
2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the anticompetitive activity being reported, including, but not limited to, the following:
ATR/FOIA-233
redacted text
(a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported;
(b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division in connection with the anticompetitive activity being reported, to the extent not already produced;
(c) using its best efforts to secure the ongoing, full and truthful cooperation of the current directors, officers and employees of redacted text
redacted text
subsidiary redacted text (collectively
"covered employees"), and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported;
(d) facilitating the ability of covered employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division;
(e) using its best efforts to ensure that covered employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly and truthfully to all questions asked in interviews and grand jury appearances and at trial;
(f) using its best efforts to ensure that covered employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and
(g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution pursuant to United States law to any person or entity injured as a result of the anticompetitive activity being reported, in which
redacted text was a participant.
3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part A of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any
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ATR/FOIA-234
redacted text
criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The
commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text in connection with the anticompetitive activity being reported, without limitation. Should such a prosecution be initiated, the Antitrust Division may use any documents, statements, or other information provided by redacted text or by any of its current or former directors, officers, or employees to the Antitrust Division pursuant to this Agreement against redacted text directly or indirectly, in any such prosecution.
4. Non-Prosecution Protection For Corporate Directors, Officers And Employees:
Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that covered employees who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall, not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation of covered employees shall include, but not be limited to:
(a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States in connection with the anticompetitive activity being reported;
(b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States in connection with the anticompetitive activity being reported;
(c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information;
(d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and
(e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under
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ATR/FOIA-235
redacted text
oath, subject to the penalties of pejury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402) and obstruction of justice (18 U.S.C § 1503), in connection with the anticompetitive activity being reported.
The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a covered employee fails at any time to comply fully with his or her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally in connection with the anticompetitive activity being reported and may use any documents, statements, or other information provided by redacted text or by any of its current or former directors, officers, or employees, including such person, to the Antitrust Division pursuant to this Agreement against him or her, directly or indirectly, in such prosecution.
5. redacted text
acknowledges that it is redacted text a separate investigation into redacted text
redacted text or other conduct violative of Section 1 of the Sherman
Act, 15 U.S.C. § 1, and related statutes, in the redacted text
redacted text and that some of redacted text
current and former directors, officers, or employees are, or may become, subjects, targets, or defendants in that separate investigation. Nothing in this Agreement limits the United States from initiating a criminal prosecution against redacted text or any of its current or former directors, officers or employees in connection with the redacted text The status of
redacted text or any of its current or former directors, officers, or employees as a subject, target, or defendant in the redacted text does not abrogate or affect redacted text
cooperation obligations under paragraph 2 above, including its obligation to use its best efforts to secure the ongoing, full, and truthful cooperation of covered employees, or the cooperation obligations of covered employees under paragraph 4 above. A failure of a covered employee to comply fully with his or her obligations described in paragraph 4 above includes, but is not limited to, regardless of any past or proposed cooperation, not making himself or herself available in the United States for interviews and testimony in trials and grand jury or other proceedings upon the request of attorneys and agents of the United States in connection with the anticompetitive activity being reported because he or she has been, or anticipates being, charged, indicted or arrested in the United States for violations of federal antitrust and related statutes involving the redacted text Such failure also includes, but is not limited to, not
responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported because his or her responses may also relate to, or tend to incriminate him or her in, the redacted text Failure to comply fully with his or
her cooperation obligations further includes, but is not limited to, not producing in the United
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ATR/FOIA-236
redacted text
States all documents, including personal documents and records, and other materials requested by attorneys and agents of the United States in connection with the anticompetitive activity being reported because those documents may also relate to, or tend to incriminate him or her in, the
redacted text The cooperation obligations of Paragraph 4 above do not apply to
requests by attorneys and agents of the United States directed at redacted text
redacted text if such requests are not, in whole or in
part, made in connection with the anticompetitive activity being reported. The Antitrust Division may use any documents, statements, or other information provided by redacted text or by any of its current or former directors, officers, or employees to the Antitrust Division pursuant to this Agreement against redacted text or any of its current or former directors, officers, or employees, directly or indirectly, in any prosecution arising out of the redacted text
6. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein.
7. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto.
The signatories below acknowledge acceptance of the foregoing terms and conditions.
Sincerely yours,
redacted text
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redacted text
ATR/FOIA-237
redacted text
DOJ Seal
U.S. Department of Justice
Antitrust Division
redacted text
redacted text
Re: redacted text
Dear redacted text
This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text as defined below, in connection with possible redacted text or other conduct violative of Section 1 of the Sherman
Act, 15 U.S.C. § 1, in the redacted text This
agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege.
AGREEMENT
1. Representations: redacted text subsidiaries that are or have in the past been
engaged in the redacted text
redacted text desire to report to the Antitrust Division possible redacted text
redacted text or other conduct violative of the Sherman Act in the redacted text
redacted text ("the anticompetitive activity being reported"). redacted text represents
to the Antitrust Division that, in connection with the anticompetitive activity being reported, it:
(a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and
(b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported.
2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following:
(a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported;
ATR/FOIA-238
redacted text
(b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced;
(c) using its best efforts to secure the ongoing, full and truthful cooperation of the current and former directors, officers and employees of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported;
(d) facilitating the ability of current and former directors, officers and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division;
(e) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly and truthfully to all questions asked in interviews and grand jury appearances and at trial;
(f) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and
(g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported in which redacted text was a participant.
3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part A of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text , the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other
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ATR/FOIA-239
redacted text
information provided by any current or former director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution.
4. Non-Prosecution Protection For Corporate Directors, Officers And Employees:
Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current and former directors, officers and employees of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not he prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to:
(a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States;
(b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States;
(c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information;
(d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and
(e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402) and obstruction of justice (18 U.S.C. § 1503), in connection with the anticompetitive activity being reported.
The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current or former director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution.
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ATR/FOIA-240
redacted text
5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein.
6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto.
The signatories below acknowledge acceptance of the foregoing terms and conditions.
Sincerely yours,
redacted text
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ATR/FOIA-241
DOJ Seal
U.S. Department of Justice
Antitrust Division
redacted text
redacted text
Re: redacted text
Dear redacted text
This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text in connection with possible redacted text
redacted text or other conduct violative of Section 1 of the Sherman Act,
15 U.S.C. § 1, in the redacted text
redacted text This agreement is conditional and depends
upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege.
AGREEMENT
1. Representations: redacted text desires to report to the Antitrust Division possible redacted text or other conduct
violative of the Sherman Act in the redacted text ("the
anticompetitive activity being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it:
(a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and
(b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported.
ATR/FOIA-242
redacted text
Page 2
2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following:
(a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported;
(b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, relevant to the anticompetitive activity being reported, as requested by the Antitrust Division, to the extent not already produced;
(c) using its best efforts to secure the ongoing, full and truthful cooperation of the current and former directors, officers and employees of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported;
(d) facilitating the ability of current and former directors, officers and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division;
(e) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly and truthfully to all questions asked in interviews, and grand jury appearances and at trial;
(f) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and
(g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which
redacted text was a participant.
ATR/FOIA-243
redacted text
Page 3
3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part A of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current or former director, officer or employee of
redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution.
4. Non-Prosecution Protection For Corporate Directors, Officers And Employees: Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current and former directors, officers and employees of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of, the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to:
(a) producing in the United States all documents and records, including personal documents and records, and other materials relevant to the anticompetitive activity being reported, as requested by attorneys and agents of the United States;
(b) making himself/herself available for interviews in the United States in connection with the anticompetitive activity being reported upon the request of attorneys and agents of the United states;
(c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being
ATR/FOIA-244
redacted text
Page 4
reported, without falsely implicating any person or intentionally withholding any information;
(d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and
(e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully, and under oath, subject to the penalties of perjury (18 U.S.C. § 1621) and making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), in connection with the anticompetitive activity being reported.
The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current or former director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution.
5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein.
6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement
ATR/FOIA-245
redacted text
Page 5
and to bind the respective parties hereto.
The signatories below acknowledge acceptance of the foregoing terms and conditions.
Sincerely yours,
redacted text
ATR/FOIA-246
DOJ Seal
U.S. Department of Justice
Antitrust Division
redacted text
redacted text
redacted text Re: redacted text
Dear redacted text
This letter confirms that redacted text met
all of the conditions of the Antitrust Division's Corporate Leniency Policy and the Conditional Leniency Agreement between redacted text and the Antitrust Division dated redacted text regarding
the redacted text Therefore, redacted text leniency application is hereby granted.
Sincerely,
redacted text
ATR/FOIA-247
DOJ Seal
U.S. Department of Justice
Antitrust Division
redacted text
redacted text Dear redacted text
This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and
redacted text subsidiary redacted text affiliate redacted text
redacted text in connection with possible redacted text or other conduct violative of Section 1
of the Sherman Act, 15 U.S.C. § 1, in the redacted text '
This agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege.
AGREEMENT
1. Representations: redacted text desires to report to the Antitrust Division possible redacted text redacted text or other conduct violative of the Sherman Act in the redacted text
redacted text ("the anticompetitive activity being reported"). redacted text represents
to the Antitrust Division that, in connection with the anticompetitive activity being reported, it:
(a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and
(b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported.
2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the anticompetitive activity being reported, including, but not limited to, the following:
1 redacted text enters into this agreement on behalf of redacted text above. The
agreement set forth in this letter applies solely to redacted text as defined above, and does not extend to redacted text
redacted text subsidiary redacted text affiliate redacted text Accordingly, and in light of the redacted text
redacted text nothing herein should be construed so as to extend the agreement set forth in this
letter to redacted text subsidiary redacted text affiliate redacted text
ATR/FOIA-248
(a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported;
(b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced;
(c) using its best efforts to secure the ongoing, full and truthful cooperation of the current and former directors, officers and employees of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported;
(d) facilitating the ability of current and former directors, officers and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division;
(e) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly and truthfully to all questions asked in interviews and grand jury appearances and at trial;
(f) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and
(g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which redacted text was a participant.
3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part B of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other
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ATR/FOIA-249
prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current or former director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution.
4. Non-Prosecution Protection For Corporate Directors, Officers And Employees:
Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current and former directors, officers and employees of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to:
(a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States;
(b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States;
(c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information;
(d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and
(e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402) and obstruction of justice (18 U.S.C. § 1503), in connection with the anticompetitive activity being reported.
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ATR/FOIA-250
The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current or former director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution.
5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein.
6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto.
The signatories below acknowledge acceptance of the foregoing terms and conditions.
Sincerely yours,
redacted text
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ATR/FOIA-251